1
EXHIBIT 10.32
EMPLOYMENT AGREEMENT
FOR
XXXXX XXXXX
THIS AGREEMENT is made and entered into this 5th day of December, 1996,
between InterMed Acquisition Corporation, a Delaware corporation (the
"Company"), a wholly-owned subsidiary of QuadraMed Corporation, a Delaware
corporation ("QuadraMed"), and Xxxxx X. Xxxxx ("Executive").
W I T N E S S E T H:
WHEREAS, Executive is the President and Chief Operating Officer of the
Company, and the Company desires to retain Executive's continued employment on
the terms and conditions stated herein;
WHEREAS, the Company is engaged in the business of creating computer
software for healthcare-related electronic data interchange (the "Company
Business"); and
WHEREAS, Executive has, possesses and will acquire significant
additional knowledge and information with respect to the Company Business,
which knowledge and information will be increased, developed and enhanced by
his employment;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. EMPLOYMENT AND TERM. Subject to the terms and conditions of this
Agreement, the Company hereby employs Executive, and Executive hereby accepts
employment, as the Company's President and Chief Operating Officer. In such
capacity Executive shall perform such services and duties as the Board of
Directors (the "Board") may from time to time designate during the term hereof.
Executive's employment under this Agreement shall be at the Company's offices
in Atlanta, Georgia, or such other location in Atlanta as the Board may
determine, and shall be for a term (the "Term") commencing on the date hereof
and terminating on August 1, 1998.
2. TERMINATION.
(a) The Company may terminate Executive's employment under
this Agreement at any time during the Term (i) for Cause, as defined in
Paragraph 5.1 below, (ii) if Executive becomes Completely Disabled, as defined
in Paragraph 5.3 below, or (iii) upon Executive's death. In the event the
Company terminates this Agreement for reasons other than the
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foregoing, Company shall immediately pay Executive a sum equal to Executive's
annual salary at the time of such termination.
(b) Executive shall have the right to terminate this Agreement,
including any continuing covenants contained herein other than those set forth
in Paragraphs 6, 7 and 8, if (i) the Company fails to make any payments due to
Executive hereunder and such failure is not remedied within 30 days after
written notice of such failure is provided by Executive to the Company, or (ii)
the Company materially breaches this Agreement and such breach is not cured
within 60 days after written notice of such breach is given by Executive to the
Company. Notwithstanding the foregoing, Executive shall also retain all other
remedies resulting from the Company's breach of this Agreement.
3. DUTIES.
3.1 Specific Duties. Subject to the supervision of the Board,
Executive shall be generally responsible for the business and affairs of the
Company.
3.2 General Duties. Executive hereby agrees that during the term of
this Agreement he will devote his full time, attention and energies to the
diligent performance of his duties as an employee of the Company. Executive
shall not, without the prior written consent of the Company, directly or
indirectly, at any time during the term of his employment with the Company: (a)
accept employment with or render services of a business, professional or
commercial nature to any other Person; or (b) engage in any venture or activity
that the Company may in good faith consider to interfere with Executive's
performance of his duties hereunder.
4. COMPENSATION. In consideration of Executive's services hereunder,
Company shall pay to Executive the compensation described below:
4.1 Annual Salary. During the Term, the Company shall pay to Executive
a minimum salary at the rate of $110,000 per annum, in equal bi-weekly
installments, or at such other times as the Company shall make payments of
salary and wages to its employees generally. Executive's salary will be reviewed
by the Board at the beginning of each of the Company's fiscal years and in the
sole discretion of the Board may be increased for such year.
4.2 Benefits. In addition to the compensation set forth in paragraphs
4.1 above, the Company shall provide Executive with the following fringe
benefits:
(a) Medical and dental insurance. The Company shall provide to or
for the benefit of Executive group medical and dental insurance with benefit
levels commensurate with other employees of the Company of a similar level,
provided that Executive meets standard underwriting requirements and is
insurable at standard rates.
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(b) Automobile and home office allowances. The Company
shall provide Executive with an automobile expense allowance of $775 per month
and an additional home office expense allowance of $416.67 per month.
(c) Vacation. Executive shall be entitled to four weeks
paid vacation annually. In the event Executive does not take any accrued
vacation days by the end of any calendar year, Executive shall receive the
dollar equivalent of all such vacation days.
(d) Life Insurance. Company shall obtain, in the name and
for the benefit of a designee chosen by Executive, a key man life insurance
policy on Executive in the amount of $1,500,000.
4.3 Other Benefits. Executive shall be entitled to share in any
employee benefits generally provided by the Company to its employees similarly
situated for so long as the Company provides such benefits.
5. DEFINITIONS. For purposes of this Agreement the following terms shall
have the meanings specified below:
5.1 "Cause" means (a) the Executive's breach of this Agreement
or the Non-Competition and Non-Interference Agreement entered into on the date
hereof by and among QuadraMed, the Company, the Executive and certain other of
the Stockholders (the "Non-Competition Agreement") if not cured within ten (10)
days after receipt of written notice from the Company; (b) has materially
breached any obligation, representation, warranty, covenant or agreement by
Executive under the Acquisition Agreement and Plan of Merger, dated December 2,
1996, by and among QuadraMed, the Company, InterMed Healthcare Systems Inc. and
all of its stockholders or made any representation or warranty therein or any
document furnished thereunder which was false in any material respect and such
falsity was known by Executive; (c) has been recurrently negligent in his
attention to the material business or affairs of the Company or has
intentionally failed to perform a reasonably requested directive or assignment
if not cured within five (5) days after the receipt of written notice from the
Company; (d) the Executive's failure to adhere to any written Company policy if
the Executive has been given a reasonable opportunity to comply with such
policy or cure his failure to comply (which reasonable opportunity must be
granted during the ten (10) day period preceding termination of this
Agreement); (e) the appropriation (or attempted appropriation) of a material
business opportunity of the Company, including attempting to secure or securing
any personal profit in connection with any transaction entered into on behalf
of the Company (f) the misappropriation (or attempted misappropriation) of any
of the Company's funds or property, or (g) Executive's commission of any crime
or act of dishonesty, fraud or moral turpitude or knowingly making false or
misleading statements in connection with his employment; and (h) Executive's
commission of any act that, if prosecuted, would constitute a felony, or
Executive's pleading guilty to or confession to any felony which is detrimental
to the Company or affects the reputation or standing of the Company, in each
case as determined by the Board.
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5.2 "Company Territory" means the United States of America, which is
the territory in which the Company conducts its business.
5.3 "Complete Disability" means the inability of Executive to perform
his services by reason of illness or incapacity and which results in his
failure to discharge his duties under this Agreement for an aggregate total of
90 days (whether consecutive or non-consecutive) during any 180-day period.
5.4 "Confidential Information" means all information relating to the
Company's customers, operations, finances and business which derives economic
value, actual or potential, from not being generally known to other Persons,
including, without limitation, technical or nontechnical data, formulae
(including cost and/or pricing formulae), compilations, programs, devices,
methods, techniques, drawings and processes; financial data; contact persons
and other identifying information relating to customers, potential customers
and suppliers; information with respect to the needs and requirements of
various customers for the Company's products; rate and price information on
products and services provided by the Company; information with respect to the
Company's relationships with its suppliers, and all business records and
personal data relating to the Company's employees and agents, in all cases,
whether written or oral; provided, however, that commencing two years after any
termination or expiration of this Agreement "Confidential Information" does not
include information that does not constitute a trade secret under applicable
law.
5.5 "Customers" means all Persons that (a) Executive serviced or
solicited on behalf of the Company, (b) whose dealings with the Company were
coordinated or supervised, in whole or in part, by Executive, or (c) about whom
Executive obtained Confidential Information, in each case during the one-year
period immediately prior to any termination or expiration of Executive's
employment with the Company.
5.6 "Person" means any individual, corporation, bank, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or other entity.
6. COVENANTS OF EXECUTIVE.
6.1 Relationship of the Company, Executive and Customers. Executive
acknowledges that prior to and during the Term, the Company has furnished and
will furnish to Executive Confidential Information developed by the Company and
of continuing value to the Company, which could be used by Executive on behalf
of a competitor of the Company to its substantial detriment. Moreover, the
parties recognize that during the course of his employment with the Company,
Executive may develop important relationships with customers and others having
valuable business relationships with the Company. In view of the foregoing,
Executive acknowledges and agrees that the restrictive covenants contained in
this Paragraph 6 are reasonably necessary to protect the Company's legitimate
business interests and goodwill.
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6.2 Covenant Against Disclosure or Use of Confidential Information.
Executive agrees that he shall protect the Company's Confidential Information
and shall not disclose to any Person, or otherwise use, except in connection
with his duties performed in accordance with this Agreement, any Confidential
Information. Provided, however, that Executive may make disclosures required by
a valid order or subpoena issued by a court or administrative agency of
competent jurisdiction, in which event Executive shall promptly notify the
Company of such order or subpoena to provide the Company an opportunity to
protect its interests. Executive's obligations under this paragraph shall
survive any expiration or termination of this Agreement.
7. EXECUTIVE'S INVENTIONS AND IDEAS.
7.1 Disclosure. Executive shall promptly disclose to the Company, and
to no other Person, any invention, idea, process, design, discovery, formula or
other information, whether or not patentable, and all improvements therein
(collectively the "Inventions") that Executive may conceive, produce or
develop, either alone or in conjunction with others, related to the computer
software for healthcare related electronic data interchange during the Term or
within three months of any termination or expiration of this Agreement.
7.2 Assignment. Executive further assigns to the Company, without
further consideration, all right, title and interest (throughout the world), in
and to all Inventions, free of all liens and encumbrances, it being agreed that
all Inventions shall be the sole property of the Company. Executive shall, at
the Company's expense and discretion (a) execute all documents required to
prepare and file all applications for letters patent, and other applications or
registrations required by the Company, (b) otherwise assist in the preparation,
prosecution and issuance of such applications and registrations, (c) take all
other actions and execute all other documents necessary or desirable to vest the
entire right, title and interest in any Invention in the Company or any of its
assigns, and (d) take all other actions required by the Company to enforce the
Company's rights in the Inventions.
7.3 Works. Without limiting any of the foregoing, Executive agrees that
all writings, tapes, recordings, computer programs and other works in any
tangible medium of expression regardless of the form of medium, which have been
or are prepared by him, or to which he contributes, in connection with his
employment (collectively the "Works"), and all copyrights and other rights,
titles and interests whatsoever in and to the Works, belong solely, irrevocably
and exclusively throughout the world to the Company as "works made for hire";
provided, however, that to the extent any court or agency should conclude that
the Works (or any of them) do not constitute or qualify as a "work made for
hire," Executive hereby assigns, grants and delivers, solely, irrevocably,
exclusively and throughout the world to the Company, all copyrights and other
rights, titles and interests of every kind and nature whatsoever to the Works.
Executive also agrees to execute such other further grants and assignments of
all rights (including all copyrights in and to the Works) as the Company, from
time to time, may require for the purpose of evidencing,
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enforcing, registering or defending its complete, exclusive, perpetual and
worldwide ownership of the Works (including the copyright therein).
7.4 Power of Attorney. If Executive, for any reason, fails or
refuses to promptly execute or deliver any application, registration,
assignment or other document pursuant to Paragraphs 7.2 and 7.3 above,
Executive hereby designates and appoints the Company, and each of its duly
authorized officers, as Executive's agents and attorney-in-fact, with full
power of substitution, in Executive's name, place and stead, to execute and
deliver all such applications, registrations, assignments and other documents
that Executive shall fail or refuse to promptly execute and deliver, this power
and agency being coupled with an interest and being irrevocable.
7.5 Survival. The provisions of this Paragraph 7 shall survive
any expiration or termination of this Agreement.
8. RETURN OF COMPANY DOCUMENTS AND EQUIPMENT. Upon termination
or expiration of Executive's employment for any reason, or at any time upon the
Company's request, Executive agrees to deliver to the Company: (a) all Company
files, customer lists, catalogs, price lists, management reports, memoranda,
research, Company forms, financial data and reports and other documents
supplied to or created by him in connection with his employment hereunder
(including all copies of the foregoing) in his possession or control, (b) all
of the computers, modems, diskettes, instruments, tools, devices, equipment,
videos, tapes, drawings, papers, notes and other materials, and any copies
hereof, in Executive's possession or control that relate in any way to the
Company Business or with Executive's employment with the Company, and (c) all
other property relating to the employment of Executive, including, without
limitation, company credit cards, telephone cards, office keys, desk keys, car
keys and security passes.
9. CONTRACT NON-ASSIGNABLE. The parties acknowledge that this
Agreement has been entered into due to, among other things, the special skills
of Executive, and agree that this Agreement may not be assigned or transferred
by Executive, in whole or in part, without the prior written consent of the
Company. This Agreement shall be binding on Executive, his heirs and legal
representatives, and on the Company and its successors and assigns.
10. OTHER AGENTS. Nothing in this Agreement is to be
interpreted as limiting the Company from employing other personnel on such
terms and conditions as may be satisfactory to the Company.
11. REPRESENTATION OF EXECUTIVE. Executive represents and
warrants that he is not subject to any noncompetition agreement, nondisclosure
agreement, employment agreement, or any other contract of any nature
whatsoever, oral or written, with any Person other than the Company, which will
cause a breach of or default in, or which is in any way inconsistent with, the
terms and provisions of this Agreement, including, but not by way of
limitation, the provisions of Paragraph 7 above. Without limiting the
foregoing, no Person, has or will have any right, title or interest in any of
the Inventions or Works (as those terms are defined in Xxxxxxxxx 0 xxxxx), xxx
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xxxx of the Inventions or Works were used or in any way developed by Executive,
either alone or with others, during Executive's employment with any Person other
than the Company.
12. MISCELLANEOUS
(a) Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered or seven days after mailing if
mailed, first class, certified mail, postage prepaid:
To the Company: InterMed Acquisition Corporation
00 Xxxx Xxx Xxxxxxx Xxxxx Xxxxxxxxx
Xxxxx 0X
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxxx
To Executive: Xxxxx X. Xxxxx
0000 Xxxxxxxx Xxx
Xxxxx Xxxxxxxx, Xxxxxxx 00000
Either party may change the address to which notices, requests, demands and
other communications shall be delivered or mailed by giving notice thereof to
the other party in the same manner provided herein.
(b) Provisions Severable. If any provision or covenant, or any
part thereof, of this Agreement should be held by any court to be invalid,
illegal or unenforceable, either in whole or in part, such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of the remaining provisions or covenants, or any part thereof, of
this Agreement, all of which shall remain in full force and effect. To the
extent legally permissible, any illegal, invalid or unenforceable provision of
this Agreement shall be replaced by a valid provision that will implement the
commercial purpose of the illegal, invalid or unenforceable provision.
(c) Remedies. Executive acknowledges that if he breaches or
threatens to breach his covenants and agreements in this Agreement, his actions
may cause irreparable harm and damage to the Company which could not be
compensated in damages. Accordingly, if Executive breaches or threatens to
breach this Agreement, the Company shall be entitled to injunctive relief, in
addition to any other rights or remedies of the Company.
(d) Waiver. No failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall be deemed a waiver or relinquishment of any
right granted in this Agreement or of the future performance of any such term or
condition or of any other term or condition of this Agreement, unless such
waiver is contained in a writing signed by the party making the waiver.
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(e) Amendments and Modifications. This Agreement may be amended
or modified only by a writing signed by both parties hereto.
(f) Governing Law. The validity and effect of this Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Georgia, without regard to its principles of conflicts of law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
EXECUTIVE:
/s/ Xxxxx Xxxxx
---------------------------------
XXXXX XXXXX
INTERMED ACQUISITION CORPORATION
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
---------------------------
Title: Chief Executive Officer
--------------------------
FOR VALUE RECEIVED AND INTENDING TO BE LEGALLY BOUND, the undersigned
corporation hereby guarantees to Executive the Company's performance of its
obligations hereunder.
QUADRAMED CORPORATION
By: /s/ XXXXX X. XXXXXX
-----------------------------
Name: Xxxxx X. Xxxxxx
---------------------------
Title: Chief Executive Officer
--------------------------
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SCHEDULE 3.1(c)
CONSIDERATION PAID FOR COMPANY COMMON STOCK
FULLY-DILUTED SHARES
# OF % OF
OPTIONHOLDER EXP. DATE EXERCISE PRICE SHARES SHARES
------------ --------- -------------- ------ ------
Xxxxx, Xxxxx, H. 5 yr $ 5.50 4,800 3.83
Xxxxx, Xxxxx X. 10 yr $ 5.00 2,600 2.07
Xxxxxx, X. XxXxx 10 yr $ 5.00 2,600 2.07
------ -----
Total 10,000 7.97
====== =====
Pursuant to Section 3.1(c) the above-listed options shall be converted
into and become identical rights with respect to QuadraMed Shares.
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SCHEDULE 4.4
QUALIFICATIONS TO DO BUSINESS
1. The State of Georgia.
2. The State of Delaware.
3. The State of Arizona.
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SCHEDULE 4.5
CAPITALIZATION OF THE COMPANY
COMMON STOCK
VOTING SHARES FULLY-DILUTED SHARES
# OF % OF # OF % OF
STOCKHOLDER SHARES SHARES SHARES SHARES
----------- -------- -------- ---------- --------
Xxxxxx, X. Xxxxx (COB) 33,000 28.62 33,000 26.33
Xxxxx, Xxxxx X. (Dir. - Treasurer) 25,000 21.68 25,000 19.95
Xxxxx, Xxxxx X. (Dir. - President/COO) 20,000 17.34 20,000 15.96
Okehi, Obi 8,000 6.94 8,000 6.38
Sirrom Investments, Inc. 11,312 9.80 11,312 9.03
Xxxxxx, Xxxxxxx X. 7,000 6.07 7,000 5.59
Xxxx, Xxxxx 4,000 3.47 4,000 3.19
Xxxxx, Xxxxxx E./Xxxxx, Xxxxxxx X. JTRS 2,500 2.17 2,500 2.00
Xxxxx, Xxxxx X./Xxxxx, Xxxxxxx X. JTRS 2,500 2.17 2,500 2.00
Xxxxxxx, Xxxxxx 2,000 1.73 2,000 1.60
Total 115,312 100.0 115,312 92.03
======= ===== ======= =====
INCENTIVE STOCK OPTIONS
OPTIONHOLDER EXP. DATE EXERCISE PRICE
------------ --------- --------------
Xxxxx, Xxxxx X. 5 yr $5.50 4,800 3.83
Xxxxx, Xxxxx X. 10 yr $5.00 2,600 2.07
Xxxxxx, X. XxXxx 10 yr $5.00 2,600 2.07
------- -----
Total 10,000 7.97
------- -----
TOTAL FULLY-DILUTED SHAREHOLDINGS 125,312 100%
======= =====
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SCHEDULE 4.6
OWNERSHIP OF SHARES; NO CHANGE
1. Sale by Xxxxxx X. Xxxxxxx of 1,000 shares to Xxxxxxx X. Xxxxxx; new
certificate issued to Xxxxxxx X. Xxxxxx on July 8, 1995.
2. Reissue 3,000 shares to Xxxxxx X. Xxxxxxx; new certificate issued to
Xxxxxx X. Xxxxxxx on July 8, 1995.
3. Transfer from Xxxxxx X. Xxxxx to Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx,
JTRS; new certificate issued to Xxxxxxx X. Xxxxx and Xxxxx X. Xxxxx,
JTRS on July 8, 1995.
4. Transfer from Xxxxxx X. Xxxxx to Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx,
JTRS; new certificate issued to Xxxxxx X. Xxxxx and Xxxxxxx X. Xxxxx,
JTRS on July 8, 1995.
5. Sale by Xxxxxx X. Xxxxxxx of 5,000 shares to R. Xxxxx Xxxxxx; new
certificate issued to R. Xxxxx Xxxxxx March 1996.
6. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated March 4, 1995
for 3,500 shares of the Common Stock of the Company.
7. Incentive Stock Option Agreement with Xxx Xxxxx dated March 4, 1995 for
2,000 shares of the Common Stock of the Company.
8. Incentive Stock Option Agreement with G. XxXxx Xxxxxx dated October 23,
1995 for 2,000 shares of the Common Stock of the Company.
9. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated February 29,
1996 for 600 shares of the Common Stock of the Company.
10. Incentive Stock Option Agreement with G. XxXxx Xxxxxx dated February 29,
1996 for 600 shares of Common Stock of the Company.
11. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated February 29,
1996 for 800 shares of Common Stock of the Company.
12. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated August 5,
1996 for 500 shares of Common Stock of the Company.
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SCHEDULE 4.7
SUBSIDIARIES AND OTHER AFFILIATES
1. Intermed Technologies Corporation, a Delaware corporation.
2. Intermed Funding Corporation, a Delaware corporation.
The subsidiaries have never engaged in any business activity and are
presently dormant.
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SCHEDULE 4.9
COMPANY FINANCIAL STATEMENTS
NONE
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SCHEDULE 4.10
UNDISCLOSED LIABILITIES
1. Liability to perform services pursuant to the Master Agreement with
EDIUSA dated October 23, 1996.
2. Liability to perform services pursuant to Task Order One with EDIUSA
dated October 23, 1996.
3. Liability to make payments pursuant to Master Lease Agreement with
Integrated Network Services, Inc. and related letter of intent
(unexecuted).
4. Liability to make payments pursuant to Master Software License and
Services Agreement with Software Technologies dated October 16, 1996.
5. Invoice from Integrated Network Services, Inc. dated November 14, 1996.
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SCHEDULE 4.11
ABSENCE OF CERTAIN CHANGES
1. Master Agreement with EDIUSA dated October 23, 1996.
2. Task Order One with EDIUSA dated October 23, 1996.
3. Medical Expense Reimbursement Plan re-enacted on October 1, 1996.
4. Master Lease Agreement with Integrated Network Services, Inc. and related
letter of intent (unexecuted).
5. Master Software License and Services Agreement with Software Technologies
Corporation dated October 16, 1996.
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SCHEDULE 4.12(a)
LIST OF ASSETS
NONE
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SCHEDULE 4.13(a)
REAL PROPERTY MATTERS
1. Lease Agreement with P.C. Towers, L.P. dated April 3, 1993.
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SCHEDULE 4.13(c)
REAL PROPERTY MATTERS
NONE
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SCHEDULE 4.13(c)
REAL PROPERTY MATTERS
NONE
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SCHEDULE 4.14
INTELLECTUAL PROPERTY
1. The Company claims common law copyright on the following products:
- Carrier InterAct - Transaction Server Solution
- InterAct - Transaction Server Solution
- InterConnect - Front-End Solution
- InterReceive - Incoming Communications Module
- InSync A - Asynchronous Outbound Communications Module
- InSync B - Bisynchronous Outbound Communications Module
- InterSort - Graphical Output Generator
- InterPret - Graphical Input Translation Builder
- InView - Customer Service Module
- XiWeb - Browser Based Interactive Transaction Module
- InterComm - Communications Manager Module
- XiNet - Interactive Transaction Management System
2. The Company has entered into the following agreements whereby it has
licensed or encumbered its Intellectual Property:
- Master Agreement with ABACUS Financial Management Services, Ltd.
dated November 15, 1993.
- Task Order 001 with ABACUS Financial Management Services, Ltd. dated
November 15, 1993.
- Task Order 002 with ABACUS Financial Management Services, Ltd. dated
November 30, 1993.
- Task Order 002 Amendment with ABACUS Financial Management Services
Ltd. dated November 15, 1995.
- System Purchase and License Agreement with Actamed Corporation dated
March 31, 1993.
- Amendment to System Purchase and License Agreement with Actamed
Corporation dated February 1, 1994.
- Second Amendment to System Purchase and License Agreement with
Actamed Corporation dated May 12, 1994.
- Third Amendment to System Purchase and License Agreement with Actamed
Corporation dated December 31, 1995.
- Master Agreement with CSA Provider Services dated October 29, 1993.
- Task Order 001 with CSA Provider Services dated October 29, 1993.
- Task Order 002 with CSA Provider Services dated December 30, 1993.
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- Master Agreement with Integrated Systems Solutions
Corp. dated June 22, 1994.
- Task Order One with Integrated Systems Solutions Corp.
dated June 22, 1994.
- Task Order Two with Integrated Systems Solutions Corp.
dated June 22, 1994.
- License Agreement with Integrated Systems Solutions
Corp. dated March 22, 1995.
- Master Agreement with Washington Dental Service dated
December 21, 1993.
- System Purchase and License Agreement with Washington
Dental Service dated December 21, 1993.
- Master Source Code Escrow Agreement dated January 20,
1994.
- Letters dated February 20, 1996 with certain employees
of the Company relating to trade secrets and
confidential information.
- Master Agreement with Core Management Resources dated
October 11, 1995.
- Task Order 001 with Core Management Resources dated
January 16, 1996.
- Task Order 002 with Core Management Resources dated
April 17, 1996.
- Master Agreement with EDIUSA dated October 23, 1996.
- Task Order One with EDIUSA dated October 23, 1996.
- Letter of Intent with EDIUSA dated August 29, 1996.
- Letter of Intent with EDIUSA dated March 7, 1996.
- License Agreement with Equifax Healthcare EDI Services,
Inc. dated August 15, 1996.
3. The Company has entered the following agreement whereby it has been
appointed as a distributor or licensee of products, patents or
trademarks owned by a third party:
- Site Agreement with NEC Technologies, Inc. dated
September 14, 1993.
- Master Lease Agreement with Integrated Network
Services, Inc. dated November 7, 1996.
- Master Software License and Services Agreement with
Software Technologies Corporation dated October 16,
1996.
4. The Company has entered the following agreements which restrict or
affect the use of any Intellectual Property:
- Master Agreement with ABACUS Financial Management
Services, Ltd. dated November 15, 1993.
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- Task Order 001 with ABACUS Financial Management Services, Ltd. dated
November 15, 1993.
- Task Order 002 with ABACUS Financial Management Services, Ltd. dated
November 30, 1993.
- Task Order 002 Amendment with ABACUS Financial Management Services Ltd.
dated November 15, 1995.
- System Purchase and License Agreement with Actamed Corporation dated
March 31, 1993.
- Amendment to System Purchase and License Agreement with Actamed
Corporation dated February 1, 1994.
- Second Amendment to System Purchase and License Agreement with Actamed
Corporation dated May 12, 1994.
- Third Amendment to System Purchase and License Agreement with Actamed
Corporation dated December 31, 1995.
- Master Agreement with CSA Provider Services dated October 29, 1993.
- Task Order 001 with CSA Provider Services dated October 29, 1993.
- Task Order 002 with CSA Provider Services dated December 30, 1993.
- Master Agreement with Integrated Systems Solutions Corp. dated June 22, 1994.
- Task Order One with Integrated Systems Solutions Corp. dated June 22, 1994.
- Task Order Two with Integrated Systems Solutions Corp. dated June 22, 1994.
- License Agreement with Integrated Systems Solutions Corp. dated March 22,
1995.
- Master Agreement with Washington Dental Service dated December 21, 1993.
- System Purchase and License Agreement with Washington Dental Service dated
December 21, 1993.
- Master Source Code Escrow Agreement dated January 20, 1994.
- Letters dated February 20, 1996 with certain employees of the Company
relating to trade secrets and confidential information.
- Master Agreement with Core Management Resources dated October 11, 1995.
- Task Order 001 with Core Management Resources dated January 16, 1996.
- Task Order 002 with Core management Resources dated April 17, 1996.
- Master Agreement with EDIUSA dated October 23, 1996.
- Task Order One with EDIUSA dated October 23, 1996.
- Letter of Intent with EDIUSA dated August 29, 1996.
- Letter of Intent with EDIUSA dated March 7, 1996.
- License Agreement with Equifax Healthcare EDI Services, Inc. dated
August 15, 1996.
24
SCHEDULE 4.16
SOFTWARE
NONE
25
SCHEDULE 4.17(b)
TAX MATTERS
NONE
26
SCHEDULE 4.17(c)
TAX MATTERS
NONE
27
SCHEDULE 4.17(e)
TAX MATTERS
1. The State of Georgia.
2. The State of Delaware.
3. The State of Arizona.
4. The Company or any Affiliate of the Company will not file a Tax Return
in any state prior to the Closing.
28
SCHEDULE 4.17(g)
TAX MATTERS
NONE
29
SCHEDULE 4.17(h)
TAX MATTERS
NONE
30
SCHEDULE 4.17(i)
TAX MATTERS
1. 1995 Incentive Stock Option Plan effective March 4, 1995.
2. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated March 4,
1995 for 3,500 shares of the Common Stock of the Company.
3. Incentive Stock Option Agreement with Xxx Xxxxx dated March 4, 1995 for
2,000 shares of the Common Stock of the Company.
4. Incentive Stock Option Agreement with G. XxXxx Xxxxxx dated October 23,
1995 for 2,000 shares of the Common Stock of the Company.
5. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated February 29,
1996 for 600 shares of the Common Stock of the Company.
6. Incentive Stock Option Agreement with G. XxXxx Xxxxxx dated February
29, 1996 for 600 shares of Common Stock of the Company.
7. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated February 29,
1996 for 800 shares of Common Stock of the Company.
8. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated August 5,
1996 for 500 shares of Common Stock of the Company.
9. InterMed Healthcare System Inc. Flexible Benefits Plan effective
October 1, 1995.
10. Medical Expense Reimbursement Plan re-enacted October 1, 1996.
11. Dependent Childcare Assistance Plan effective October 1, 1995.
31
SCHEDULE 4.17(j)
TAX MATTERS
NONE
32
SCHEDULE 4.17(n)
TAX MATTERS
NONE
33
SCHEDULE 4.17(o)
TAX MATTERS; ADJUSTMENTS
NONE
34
SCHEDULE 4.18
LEGAL AND REGULATORY MATTERS
1. Release and Settlement Agreement with Equifax Healthcare EDI Services, Inc.,
dated August 15, 1996.
2. Master Software License and Services Agreement with Software Technologies
Corporation dated October 16, 1996 (not fully acquired -- invoice expected
mid-November).
35
SCHEDULE 4.21
INSURANCE
1. InterMed Healthcare Systems Inc. Flexible Benefits Plan effective
October 1, 1995.
2. Ohio National Life Policy No. 6155596 on the life of Xxxxx X. Xxxxx
effective July 20, 1994 in the amount of $750,000. (the Company is the
beneficiary).
3. Ohio National Life Policy No. 6155597 on the life of Xxxxx X. Xxxxx
effective July 20, 1994 in the amount of $750,000. (the Company is the
beneficiary).
4. All American Insurance Policy No. 7887707 for the period covering April
20, 1996 to April 20, 1997 at a premium of $1,484.00 in the amount of:
- Property: $250,000 for business personal property, $100,000 for
equipment (deductible is $250.00).
- Medical: $2,000,000 general aggregate limit, $1,000,000
products/complete operations, $5,000 per person, $50,000 any one
fire or explosion.
5. Capital City Insurance Company Workers Compensation and Employers
Liability Policy.
6. Medical Expense Reimbursement Plan re-enacted October 1, 1996.
7. Dependent Childcare Assistance Plan effective October 1, 1995.
36
SCHEDULE 4.22
NON-ASSIGNABLE RIGHTS
1. There are no contracts pursuant to which the execution of the Merger
Agreement will prevent the Company from realizing the benefits otherwise
obtainable thereunder.
2. Lease Agreement with P.C. Towers, L.P., dated April 3, 1993.
3. Loan Agreement with Sirrom Capital, L.P., dated June 29, 1994, and related
Stock Purchase Warrant of the same date.
4. First Amendment to Loan Agreement with Sirrom Capital, L.P., dated February
10, 1995, and related Stock Purchase Warrant of the same date.
5. First Amendment to Stock Purchase Warrant dated December 29, 1995.
6. Letter Agreements to Loan Agreement amending Loan Agreement with Sirrom
Capital, L.P. dated June 21, 1995, April 1, 1996, and June 24, 1996.
7. Stock Purchase Warrant issued to Sirrom Capital, L.P., dated August 2, 1996.
37
SCHEDULE 4.26
COMPLIANCE WITH ENVIRONMENTAL LAWS
NONE
38
SCHEDULE 4.27
BANK AND BROKERAGE ACCOUNTS
1. NationsBank of Xxxxxxx
Xxxx Xxxxxx Xxx 0000,
Xxxxxxx, Xxxxxxx 00000-0000
- Simple Analysis Business Checking Account
Account No.: 010 757 8230
Signatories: Xxxxx X. Xxxxx, Xxxxx X. Xxxxx, and R. Xxxxx Xxxxxx
- Business Investment Account
Account No.: 016 000 0098
Signatory: Xxxxx X. Xxxxx
- Business Savings Account
Account No.: 000-000-0000
Signatory: Xxxxx X. Xxxxx
2. Xxxxxxx Xxxxx
0000 Xxxxxxxxxx Xxxxxxxxxx Xxx 0000
Xxxxxxxx, Xxxxxxx 00000
- WCMA
Account No.: 734-07698
Signatory: Xxxxx X. Xxxxx
- WCMA
Account No.: 734-07776
Signatory: Xxxxx X. Xxxxx
39
SCHEDULE 4.28(a)
CONTRACTS
1. 1995 Incentive Stock Option Plan effective March 4, 1995.
2. Medical Expense Reimbursement Plan re-enacted October 1, 1996.
3. Dependent Childcare Assistance Plan effective October 1, 1995.
4. InterMed Healthcare System Inc. Flexible Benefits Plan effective October 1,
1995.
5. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated March 4, 1995 for
3,500 shares of the Common Stock of the Company.
6. Incentive Stock Option Agreement with Xxx Xxxxx dated March 4, 1995 for
2,000 shares of the Common Stock of the Company.
7. Incentive Stock Option Agreement with G. XxXxx Xxxxxx dated October 23, 1995
for 2,000 shares of the Common Stock of the Company.
8. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated February 29, 1996
for 600 shares of the Common Stock of the Company.
9. Incentive Stock Option Agreement with G. XxXxx Xxxxxx dated February 29,
1996 for 600 shares of Common Stock of the Company.
10. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated February 29, 1996
for 800 shares of Common Stock of the Company.
11. Incentive Stock Option Agreement with Xxxxx X. Xxxxx dated August 5, 1996
for 500 shares of Common Stock of the Company.
12. Master Agreement with ABACUS Financial Management Services, Ltd. dated
November 15, 1993.
13. Task Order 001 with ABACUS Financial Management Services, Ltd. dated
November 15, 1993.
14. Task Order 002 with ABACUS Financial Management Services, Ltd. dated
November 30, 1993.
15. Task Order 002 Amendment with ABACUS Financial Management Services, Ltd.
dated November 15, 1995.
40
16. System Purchase and License Agreement with Actamed Corporation dated
March 31, 1993.
17. Amendment to System Purchase and License Agreement with Actamed
Corporation dated February 1, 1994.
18. Second Amendment to System Purchase and License Agreement with Actamed
Corp. dated May 12, 1994.
19. Third Amendment to System Purchase and License Agreement with Actamed
Corp. dated December 31, 1995.
20. Master Agreement with CSA Provider Services dated October 29, 1993.
21. Task Order 001 with CSA Provider Services dated October 29, 1993.
22. Task Order 002 with CSA Provider Services dated December 30, 1993.
23. Master Agreement with Integrated Systems Solutions Corp. dated June 22,
1994.
24. Task Order One with Integrated Systems Solutions Corp. dated June 22,
1994.
25. Task Order Two with Integrated Systems Solutions Corp. dated June 22,
1994.
26. Task Order Three with Integrated Systems Solutions Corp. dated June 22,
1994.
27. License Agreement with Integrated Systems Solutions Corp. dated March
22, 1995.
28. Invoice from Integrated Network Services, Inc. dated November 14, 1996.
29. Master Agreement with Washington Dental Service dated December 21,
1993.
30. System Purchase and License Agreement with Washington Dental Service
dated December 21, 1993.
31. Master Source Code Escrow Agreement dated January 20, 1994.
32. Letters dated February 20, 1996 with certain employees of the Company
relating to trade secrets and confidential information.
33. Master Agreement with Core Management Resources dated October 11, 1995.
34. Task Order 001 with Core Management Resources dated January 16, 1996.
35. Task Order 002 with Core Management Resources dated April 17, 1996.
41
36. Master Agreement with EDIUSA dated October 23, 1996.
37. Task Order One with EDIUSA dated October 23, 1996.
38. Letter of Intent with EDIUSA dated August 29, 1996.
39. Letter of Intent with EDIUSA dated March 7, 1996.
40. First Amendment to Stock Purchase Warrant dated December 29, 1995.
41. Loan Agreement with Sirrom Capital, L.P. dated June 29, 1994, and related
Security Agreement, Secured Promissory Note, and Stock Purchase Warrant
of the same date.
42. First Amendment to Loan Agreement with Sirrom Capital, L.P. dated February
10, 1995, and related Security Agreement, Secured Promissory Note, and Stock
Purchase Warrant of the same date.
43. Ohio National Life Policy No. 6155596 on the life of Xxxxx X. Xxxxx
effective July 20, 1994 in the amount of $750,000.
44. Ohio National Life Policy No. 6155597 on the life of Xxxxx X. Xxxxx
effective July 20, 1994 in the amount of $750,000.
45. All American Insurance Policy No. 7887707 for the period covering April 20,
1996 to April 20, 1997 at a premium of $1,484.00 in the amount of:
- Property: $250,000 for business personal property, $100,000 for equipment
(deductible is $250.00)
- Medical: $2,000,000 general aggregate limit, $1,000,000 products/complete
operations, $5,000 per person, $50,000 any one fire or explosion.
46. Capital City Insurance Company Workers Compensation and Employers Liability
Policy.
47. Letter Agreements to Loan Agreement amending Loan Agreement with Sirrom
Capital, L.P. dated June 21, 1995, April 1, 1996, and June 24, 1996.
48. Stock Purchase Warrant issued to Sirrom Capital, L.P., dated August 2,
1996.
49. Site Agreement with NEC Technologies, Inc. dated September 14, 1993.
50. Lease Agreement with Alco. Capital Resources, Inc. dated May 24, 1995.
51. Lease Agreement with P.C. Towers, L.P., dated April 3, 1993.
42
52. Release and Settlement Agreement with Equifax Healthcare EDI Services,
Inc., dated August 15, 1996.
53. License Agreement with Equifax Healthcare EDI Services, Inc. dated
August 15, 1996.
54. Master Lease Agreement with Integrated Network Services, Inc. dated
November 7, 1996. (unexecuted).
55. Master Software License and Services Agreement with Software
Technologies Corporation dated October 16, 1996.
56. Acknowledgment of Employee Resignation with Xxx Xxxxxx dated
May 20, 1994.
57. Acknowledgment of Employee Resignation with Xxx Xxxxxx dated
May 20, 1994.
58. Acknowledgment of Employee Resignation with Xxxxx Xxxxxx dated
June 21, 1996.
59. Acknowledgment of Employee Resignation with W. Xxxxx Xxxxx dated
July 14, 1996.
60. Acknowledgment of Employee Resignation with Xxxxx Xxxxx dated
November 30, 1994.
43
SCHEDULE 4.28(b)
CONTRACTS
NONE
44
SCHEDULE 4.31
INVESTMENT REPRESENTATIONS OF STOCKHOLDERS
1. Xxxxxxx X. Xxxxxx
2. Xxxxxx Xxxxxxx
3. Xxxxx X. Xxxxx
4. Xxxxx Xxxx
5. Xxxxxxx X. Xxxxx
6. G. Xxxxx Xxxxxx
7. Xxxxx X. Xxxxx
45
SCHEDULE 9.12
ISSC LICENSES
1. Invoice No. 21249 dated March 31, 1996.
